The Securities and Exchange Commission has released the rules for the formation of a One Person Corporation.

SEC Memorandum Circular No. 7 s. 2019 dated April 24, 2019 was published last May 1, 2019.  This memorandum circular covers the guidelines for the establishment of a One Person Corporation pursuant to the recently amended Corporation Code of the Philippines. 

Under the guidelines, only natural persons can register as an OPC.  Its existence is perpetual.  The suffix “OPC” must be reflected in the corporate name.  Unlike regular corporations, an OPC only needs to make the Articles of Incorporation and the By-laws has been dispensed with.  There is no minimum capital stock required and no portion of the authorized capital stock needs to be paid up upon incorporation.  The OPC will still need to appoint the officers such as the Treasurer, the Corporate Secretary and other officers.  The single stockholder can be the Treasurer but not the Corporate Secretary.  If the single stockholder is the self-appointed secretary, there is a need to post a bond computed based on the authorized capital stock.  The OPC still needs to comply with the annual reportorial requirements such as the audited financial statements. 

There are institutions which cannot register as OPC. Banks, non-banks financial institutions, quasi-banks, pre-need, trust, insurance, public and publicly listed companies, non-chartered government-owned and controlled corporations cannot incorporate as OPC.  Professionals who is licensed to practice their professions cannot not also register as OPC for the purpose of exercising the profession. 

Can a foreigner register as OPC? It may be recalled that one of the purposes for amending the Corporation Code was to ease the doing of business in the country. And yes, a foreign national can organize an OPC subject to the capital, constitutional and statutory restrictions on foreign participation. 

Below is the full copy of SEC Memorandum Circular No. 7 s. 2019.

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